<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AUDIOVOX CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
AUDIOVOX(Registered)
CORPORATION
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 6, 1999
------------------------------
Hauppauge, New York
March 26, 1999
To the Stockholders of
AUDIOVOX CORPORATION:
The Annual Meeting of Stockholders of Audiovox Corporation (the "Company")
will be held on May 6, 1999, at the Sheraton Smithtown, the Seminar Room, 110
Vanderbilt Motor Parkway, Smithtown, NY 11788 at 10 A.M., Local Time, for the
following purposes:
1. To elect a Board of eight Directors;
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The above matter is set forth in the Proxy Statement which accompanies this
Notice and to which your attention is directed.
Only stockholders of record on the books of the Company at the close of
business on March 17, 1999 will be entitled to vote at the Annual Meeting of
Stockholders or any adjournment thereof. Please follow the instructions on the
enclosed Proxy Card to vote either by mail, telephone or electronically via the
Internet.
A copy of the Annual Report for the year ended November 30, 1998 is also
enclosed.
AUDIOVOX CORPORATION
By order of the Board of Directors,
CHRIS LIS JOHNSON,
Secretary
<PAGE>
AUDIOVOX CORPORATION
150 MARCUS BOULEVARD
HAUPPAUGE, NEW YORK 11788
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1999
------------------------------
SOLICITATION AND REVOCATION OF PROXIES
The Annual Meeting of Stockholders of Audiovox Corporation, (the
"Company"), will be held on May 6, 1999 at the Sheraton Smithtown, the Seminar
Room, 110 Vanderbilt Motor Parkway, Smithtown, NY 11788 at 10:00 A.M. Local Time
for the purpose set forth in the accompanying Notice of Annual Meeting. THE
ENCLOSED PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF
AUDIOVOX CORPORATION FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS. Proxies
given pursuant to this solicitation may be revoked at any time prior to the
voting thereof (by written notice to the Secretary of the Company or attendance
at the Annual Meeting of Stockholders and oral notice to the Secretary of such
revocation); once voted, however, proxies may not be retroactively revoked. Duly
executed proxies received prior to the meeting will be voted in accordance with
the specifications therein. This Proxy Statement and form of proxy are being
mailed to stockholders beginning approximately March 30, 1999.
OUTSTANDING VOTING SECURITIES
The Company has two classes of capital stock outstanding: Class A Common
Stock, par value $.01 per share and Class B Common Stock, par value $.01 per
share. As of March 19, 1999, there were issued and outstanding 17,297,878 shares
of Class A Common Stock and 2,260,954 shares of Class B Common Stock. Proxies
are solicited to give all stockholders of record on the books of the Company at
the close of business on March 17, 1999 an opportunity to vote on matters that
come before the meeting. Each share of Class A Common Stock is entitled to one
vote and each share of Class B Common Stock is entitled to ten votes. The
holders of the Class A Common Stock are entitled to vote for the election of two
of eight directors and for all other matters properly presented to the meeting.
The holders of the Class B Common Stock are entitled to vote for the election of
six of eight directors and for all other matters properly presented to the
meeting.
RECORD DATE
Only stockholders of record at the close of business on March 17, 1999 will
be entitled to vote at the Meeting.
1
<PAGE>
SECURITIES BENEFICIALLY OWNED
The following table sets forth, at the Record Date, the amount and
percentage of the Company's outstanding Common Stock beneficially owned by each
director and nominee for director, each executive officer named in the Summary
Compensation Table, all directors and executive officers as a group and by all
persons, to the knowledge of the Company, beneficially owning more than five
percent (5%) of the Company's Common Stock. Unless otherwise indicated in the
notes following the table, the individuals named below have sole voting and
disposition powers over the shares beneficially owned by them.
<TABLE>
<CAPTION>
TITLE OF CLASS
OF COMMON SOLE VOTING OR PERCENT OF
NAME AND ADDRESS(1) STOCK INVESTMENT POWER OUTSTANDING SHARES
- ------------------------------------------------------ -------------- ---------------- ------------------
<S> <C> <C> <C>
John J. Shalam ....................................... Class A 5,229,960(2) 26.7%(2)
150 Marcus Blvd. Class B 2,144,152 94.8%
Hauppauge, New York
Philip Christopher ................................... Class A 919,799(3) 4.6%
150 Marcus Blvd.
Hauppauge, New York
Patrick M. Lavelle ................................... Class A 123,417(3) (4)
150 Marcus Blvd.
Hauppauge, New York
Charles M. Stoehr .................................... Class A 145,082(3) (4)
150 Marcus Blvd.
Hauppauge, New York
Richard Maddia ....................................... Class A 8,323(3) (4)
150 Marcus Blvd.
Hauppauge, New York
Ann M. Boutcher ...................................... Class A 9,323(3) (4)
150 Marcus Blvd.
Hauppauge, New York
Paul C. Kreuch, Jr. .................................. Class A 7,000(3) (4)
590 Madison Ave., 32nd Floor
New York, New York
Dennis F. McManus .................................... Class A 5,000(3) (4)
7 Olde Woods Lane
Woodcliff Lake, NJ
All directors and officers as a group (9 persons) .... Class A 6,449,257 32.1%
Class B 2,144,152 94.8%
<CAPTION>
NAME AND ADDRESS OF OTHER 5% HOLDERS OF COMMON STOCK
- ------------------------------------------------------
<S> <C> <C> <C>
Kennedy Capital Management, Inc. (5) ................. Class A 1,715,250 8.8%
10829 Olive Blvd.
St. Louis, Missouri 63141
Franklin Resources, Inc. (6) ......................... Class A 1,720,000 10.0%
777 Mariners Island Blvd.
San Mateo, California 94404
Dimensional Fund Advisers Inc. (7) ................... Class A 1,076,900 6.24%
1299 Ocean Ave, 11th Floor
Santa Monica, CA 90401
</TABLE>
(Footnotes on next page)
2
<PAGE>
(Footnotes from previous page)
- ------------------------
(1) Cede & Co., nominee of Depository Trust Co., 55 Water Street, New York, New
York 10041, was the owner of 13,124,381 shares of Class A and it is believed
that none of such shares was beneficially owned.
(2) Includes as beneficially owned for Mr. Shalam those shares of Class A Common
Stock into which Class B Common Stock beneficially owned by him may be
converted upon the exercise of the conversion right of the Class B Common
Stock.
(3) The number of shares stated as "beneficially owned" includes shares that
certain persons, as of the Record Date, have the right to acquire beneficial
ownership of within 60 days upon the exercise of outstanding options. If
such options are exercised, Mr. Christopher, Mr. Lavelle, Mr. Stoehr,
Mr. Maddia, Ms. Boutcher, Mr. Kreuch and Mr. McManus would acquire 605,000,
109,500, 124,500, 3,000, 4,000, 5,000 and 5,000 shares respectively.
(4) Amount owned is less than one percent of the outstanding shares.
(5) Information reported is derived from a Schedule 13G dated February 5, 1999,
of Kennedy Capital Management, Inc. and filed with the Securities and
Exchange Commission. As reported in the Schedule 13G, the person filing the
statement has the sole power to vote or direct the vote of 1,613,250 shares,
and has the sole power to dispose or to direct the disposition of 1,715,250
shares.
(6) Information reported is derived from a Schedule 13G dated January 22, 1999
of Franklin Resources, Inc. and filed with the Securities and Exchange
Commission.
(7) Information reported is derived from a Schedule 13G dated February 12, 1999
of Dimensional Fund Advisors Inc. and filed with the Securities and Exchange
Commission.
3
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
NOMINEES FOR ELECTION OF DIRECTORS
Each of the nominees for director named below, has served as a member of
the present Board of Directors since the last meeting of stockholders and each
has served continuously since the year indicated. The directors will hold office
until the next annual meeting of stockholders and until their successors are
elected and qualified.
If any nominee becomes unable or unwilling to accept nomination or
election, the proxies will be voted for another person, designated by the Board
of Directors. The management has no reason to believe that any of said nominees
will be unable or unwilling to serve if elected to office.
The following persons have been nominated and are proposed to be elected:
<TABLE>
<CAPTION>
DIRECTOR
NAME AND PRINCIPAL OCCUPATION AGE SINCE
- -------------------------------------------------------------------------------------------------- --- --------
<S> <C> <C>
CLASS A DIRECTORS
Paul C. Kreuch, Jr.
Principal, Secura Burnett Co., LLC.............................................................. 61 1997
Dennis F. McManus
Telecommunications Consultant................................................................... 48 1998
CLASS B DIRECTORS
John J. Shalam
President and Chief Executive Officer........................................................... 65 1960
Philip Christopher
Executive Vice President........................................................................ 50 1973
Charles M. Stoehr
Senior Vice President and Chief Financial Officer............................................... 52 1987
Patrick M. Lavelle
Senior Vice President........................................................................... 47 1993
Ann M. Boutcher
Vice President.................................................................................. 48 1995
Richard Maddia
Vice President.................................................................................. 40 1996
</TABLE>
Paul C. Kreuch, Jr. was elected to the Board of Directors in February 1997.
Mr. Kreuch has been a Principal of Secura Burnett Co., LLC since October 1998.
From December 1997 through September 1998, he was the President and Chief
Executive Officer of Lafayette American Bank. From June 1996 through November
1997, he was a Senior Vice President at Handy HRM Corp., an executive search
firm. From 1993 through 1996, Mr. Kreuch was an Executive Vice President of
NatWest Bank N.A. and prior thereto, was President of National Westminster Bank
USA.
Dennis F. McManus was elected to the Board of Directors in March 1998.
Mr. McManus has been self-employed as a telecommunications consultant since
January 1, 1998. Prior thereto he was employed by NYNEX Corp. for over
27 years, most recently as a Senior Vice President and Managing Director.
Mr. McManus was in this position from 1991 through December 31, 1997.
4
<PAGE>
John J. Shalam has served as President, Chief Executive Officer and
Director of the Company since 1987. Mr. Shalam also serves as president and a
director of most of the Company's operating subsidiaries. From 1960 to 1987,
Mr. Shalam was president and a director of the Company's predecessor, Audiovox
Corp.
Philip Christopher, Executive Vice President of the Company, has been with
the Company since 1970 and has held his current position since 1983. Prior
thereto he was Senior Vice President of the Company. Mr. Christopher is also
Chief Executive Officer and President of the Company's cellular subsidiary,
Audiovox Communications Corp. From 1973 through 1987 he was a director of the
Company's predecessor, Audiovox Corp.
Charles M. Stoehr has been Chief Financial Officer since 1979 and was
elected Senior Vice President in 1990. Mr. Stoehr has been a director of the
Company since 1987. From 1979 through 1990 he was a Vice President of the
Company.
Patrick M. Lavelle, was elected Senior Vice President of Automotive
Electronics in 1996 and has been a Vice President of the Company since 1982. He
has responsibility for marketing and selling the Auto Sound, Auto Security and
Accessory product lines. Mr. Lavelle was elected to the Board of Directors in
1993.
Ann M. Boutcher has been a Vice President of the Company since 1984.
Ms. Boutcher's responsibilities include the development and implementation of
the Company's advertising, sales promotion and public relations programs.
Ms. Boutcher was elected to the Board of Directors in 1995.
Richard Maddia has been a Vice President of the Company since 1992. Prior
thereto, Mr. Maddia was Assistant Vice President, MIS. Mr. Maddia's
responsibilities include development and maintenance of the Company's
information systems. Mr. Maddia was elected to the Board of Directors in 1996.
MANAGEMENT RECOMMENDS VOTING "FOR" THE ELECTION OF KREUCH, MCMANUS, SHALAM,
CHRISTOPHER, STOEHR, LAVELLE, BOUTCHER AND MADDIA AS DIRECTORS. UNLESS OTHERWISE
DIRECTED BY A SHAREHOLDER, PROXIES WILL BE VOTED "FOR" THE ELECTION OF SUCH
NOMINEES.
5
<PAGE>
RECENT HISTORY AND CERTAIN TRANSACTIONS
The Company leases certain of its equipment, office, warehouse and
distribution facilities from certain executive officers of the Company or from
entities in which such individuals own a controlling interest. The following
table identifies leases to which any such executive officer or entity is a party
and which, either alone or when combined with all other leases in which such
executive officer has an interest, involve more than $60,000. The table
identifies the property which is subject to such lease, the owner of such
property, and the amount of rent paid by the Company during the fiscal year
ended November 30, 1998.
<TABLE>
<CAPTION>
EQUIPMENT/
PROPERTY EXPIRATION OWNER OF RENT PAID DURING
LOCATION DATE PROPERTY FISCAL YEAR 1998
- ----------------------------------- ------------------ -------------------------------- ----------------
<S> <C> <C> <C>
150 Marcus Blvd. ................. October 31, 2003 150 Marcus Blvd. Realty, LLC(1) $ 429,500.00
Hauppauge, NY
16808 Marquardt Avenue ............ January 31, 1999 Marquardt Associates(2) 119,011.00
Cerritos, CA
55 Plant Ave. ..................... Month to Month 55 Plant Ave. Realty, LLC(3) 13,228.00
Hauppauge, NY
555 Wireless Blvd. ................ December 1, 2026 Wireless Blvd. Realty, LLC(4) 337,599.00
Hauppauge, NY
555 Wireless Blvd. ................ March 31, 2003 Wireless Blvd. Realty, LLC(4) 307,981.00
Hauppauge, NY
</TABLE>
- ------------------
(1) 150 Marcus Blvd. Realty, LLC is a New York Limited Liability Company of
which John J. Shalam owns 99% and Mr. Shalam's three sons own the remaining
1%.
(2) Marquardt Associates is a California partnership consisting of four
individuals of which John J. Shalam owns 60% of the partnership, Philip
Christopher owns 10%, James Wohlberg owns 5%, and John J. Shalam's
brother-in-law owns 25%.
(3) 55 Plant Ave. Realty, LLC is a New York Limited Liability Company consisting
of four members of which John J. Shalam owns 99% and Mr. Shalam's three sons
own the remaining 1%.
(4) Wireless Blvd. Realty, LLC is a New York Limited Liability Company is owned
98% by the Shalam Long Term Trust, 1% by John J. Shalam and 1% by
Mr. Shalam's three sons. The Shalam Long Term Trust is a grantor trust of
which Mr. Shalam is the Grantor and his three sons are the beneficiaries.
The Company believes that the terms of each of the foregoing leases are no
less favorable to the Company than those that could have been obtained from
unaffiliated third parties. To the extent that conflicts of interest arise
between the Company and such persons in the future, such conflicts will be
resolved by a committee of independent directors.
6
<PAGE>
THE BOARD OF DIRECTORS AND COMMITTEES
Board of Directors
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee but does not have a standing nominating committee. The
Board of Directors held six meetings and acted by Consent twice during the
fiscal year ended November 30, 1998. All incumbent directors attended 75% or
more of the aggregate number of Board and related committee meetings during the
year.
Executive Committee
The Executive Committee which held no meetings during fiscal 1998,
consisted of five members, namely, John J. Shalam, Philip Christopher, Charles
M. Stoehr, Paul C. Kreuch, Jr. and Dennis F. McManus. The primary function of
the Executive Committee is to act upon matters when the Board is not in session.
The Committee has full power and authority of the Board in the management and
conduct of the business and affairs of the Company.
Audit Committee
The Audit Committee, which held one meeting in fiscal 1998, consisted of
two members, namely Mr. Paul C. Kreuch, Jr. and Dennis F. McManus. The Audit
Committee reviews and approves the accounting principles and policies of the
Company and the appropriate internal control procedures, supervises the
Company's independent auditors and exercises all other powers normally
associated with an audit committee of a publicly held company.
Compensation Committee
The Compensation Committee, which held two meetings and acted by consent
once in fiscal 1998, consisted of two members, namely, Messrs. Kreuch and
McManus. The Compensation Committee recommends to the Board of Directors
remuneration arrangements for senior management and the directors, approves and
administers other compensation plans, including the profit sharing plan of the
Company, in which officers, directors and employees participate.
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth a summary for the 1998, 1997 and 1996 fiscal
years of all compensation paid to the Chief Executive Officer and the four most
highly compensated executive officers whose individual compensation exceeded
$100,000.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL AWARDS
COMPENSATION ---------------------------------
NAME AND -------------------- RESTRICTED SECURITIES ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY BONUS STOCK UNDERLYING OPTIONS COMPENSATION(2)
- ------------------------------- ---- -------- -------- ----------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John J. Shalam,
President and CEO............ 1998 $450,000 114,000 -- -- $ 6,083
1997 450,000 573,000 -- 350,000 8,272
1996 450,000 180,000 -- -- 1,865
Philip Christopher,
Executive Vice
President.................... 1998 450,000 76,011 -- -- 3,379
1997 450,000 382,000 -- 500,000 9,020
1996 450,000 120,000 -- -- 2,216
Charles M. Stoehr,
Senior Vice President
and CFO...................... 1998 300,000 38,005 -- -- 3,711
1997 288,000 190,000 -- 100,000 5,201
1996 288,000 30,000 -- -- 2,393
Patrick M. Lavelle,
Senior Vice President........ 1998 200,000 320,000 -- -- 3,953
1997 200,000 405,000 -- 100,000 6,294
1996 200,000 200,600 48,750 17,500 2,234
</TABLE>
- ------------------
(1) Only three executive officers, in addition to the CEO, had total
compensation in excess of $100,000 for the fiscal year ended November 30,
1998.
(2) For fiscal 1998, includes: for Mr. Shalam: $1,099 allocated to his profit
sharing account, $554 in 401(k) Company matching contribution and $4,430 in
executive life insurance premiums; for Mr. Christopher: $1,099 allocated to
his profit sharing account, $1,200 in 401(k) Company matching contribution
and $1,080 in executive life insurance premiums; for Mr. Lavelle: $1,099
allocated to his profit sharing account, $2,000 in 401(k) Company matching
contribution and $854 in executive life insurance premiums; and for
Mr. Stoehr: $1,099 allocated to his profit sharing account, $1,346 in 401(k)
Company matching contribution and $1,266 in executive life insurance
premiums.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR (1998)
There were no options granted to the named executive officers during the
fiscal year ended November 30, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NOVEMBER 30, 1998 NOVEMBER 30, 1998
----------------- -----------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
John J. Shalam............................................................. 175,000/350,000 $119,000/$0
Philip Christopher......................................................... 605,000/0 204,800/$0
Charles M. Stoehr.......................................................... 124,500/13,000 97,320/$0
Patrick M. Lavelle......................................................... 109,500/13,000 104,120/$0
</TABLE>
- ------------------
(1) No options were exercised by the named individuals in fiscal 1998.
COMPENSATION OF DIRECTORS
For their service, members of the Board of Directors who are not salaried
employees of the Company receive an annual retainer of $15,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of two outside directors,
Paul C. Kreuch, Jr. and Dennis McManus.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
RESPONSIBILITIES OF THE COMMITTEE
The Compensation Committee of the Board of Directors which consists
entirely of outside directors, reviews and approves compensation for Audiovox'
executive officers and oversees and administers Audiovox' stock option and
restricted stock plans. The Compensation Committee recommends compensation for
the Chief Executive Officer subject to the Board of Directors approval of such
recommendations. The Chief Executive Officer submits recommended compensation
levels for other executive officers of Audiovox to the Compensation Committee
for its review and approval, which then submits it to the full Board of
Directors for its consideration.
COMPENSATION PHILOSOPHY
Audiovox' executive compensation policies and programs are designed to
attract and retain talented executives and motivate them to achieve business
objectives that will enhance stockholder value. Compensation for Audiovox'
executive officers consists of salary, bonus and long-term incentive awards,
typically in the form
9
<PAGE>
of stock options or restricted stock. Executive officers also participate in a
profit sharing plan, a medical plan and other benefits available to employees
generally.
The Committee's philosophy is to provide compensation programs based on an
individual's responsibilities, achievements and performance as well as Audiovox'
overall performance. Audiovox does not have employment agreements with any of
its executive officers.
BASE SALARY AND BONUS
Salaries for the executive officers are designed to attract and retain
qualified and dedicated executive officers. Annually, the Committee reviews
salary recommendations made by Audiovox' Chief Executive Officer, and evaluates
individual responsibility levels and performance. Base salaries for Audiovox'
executive officers are fixed at levels commensurate with the competitive amounts
paid to senior executives with comparable qualifications at companies engaged in
the same or similar businesses.
Bonus compensation provides Audiovox with a means of rewarding performance
based upon attainment of corporate profitability during the fiscal year.
Mr. Lavelle's bonus compensation for fiscal 1998 was closely tied to his
individual success in achieving financial performance goals within his division.
Messrs. Christopher and Stoehr's bonus compensation for fiscal 1998 were based
upon their continued dedication to the improvement of the overall profitability
of Audiovox.
Audiovox' performance is evaluated in terms of the achievement of corporate
objectives, both short-term and long-term, which impact its growth and economic
stability.
STOCK OPTION INCENTIVES
During fiscal 1998, no stock options were granted to key employees,
including the Company's executive officers. The Compensation Committee reviews
the recommendations of the Chief Executive Officer regarding each executive
officer's contributions to Audiovox during the fiscal year and likely future
contributions. Based on this review, the Committee determines if options should
be granted, and if so, the number of options, the exercise price and the vesting
date.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee has fixed the base salary of the Chief Executive
Officer based on competitive compensation data, the Committee's assessment of
Mr. Shalam's past performance and its expectation as to his future contributions
in guiding and directing Audiovox and its business. Mr. Shalam's bonus for
fiscal 1998 was calculated on Audiovox' pre-income tax profit before certain
non-operating events in accordance with Audiovox' CEO Bonus Plan that was
approved by the shareholders in 1995.
PAUL C. KREUCH, JR.
DENNIS F. MCMANUS
10
<PAGE>
PERFORMANCE GRAPH
[LINE GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------
1993 1994 1995 1996 1997 1998
------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
AUDIOVOX CORP. 100 41.01 37.41 30.22 50.72 37.05
INDUSTRY INDEX 100 96.31 116.81 130.25 147.57 112.05
BROAD MARKET 100 95.18 119.60 129.01 147.37 145.59
</TABLE>
The annual changes for the five year period are based on the assumption
that $100 had been invested on December 1, 1993, and that all quarterly
dividends were reinvested. The total cumulative dollar returns shown on the
graph represent the value that such investments would have had on November 30,
1998.
11
<PAGE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board has again appointed the firm of KPMG LLP as independent auditors
for the fiscal year ending November 30, 1999. A representative of KPMG LLP will
be present at the Annual Meeting of Stockholders to respond to appropriate
questions from stockholders and will have the opportunity to make a statement if
he so desires.
OTHER MATTERS
Management does not know of any matters to be presented for action at the
meeting other than as set forth in Item 1 of the Notice of Annual Meeting.
However, if any other matters come before the meeting, it is intended that the
holders of the proxies will vote thereon in their direction.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next Annual
Meeting of stockholders currently scheduled for May 4, 2000, must be received by
the Secretary of the Company not later than November 30, 1999 for inclusion in
the proxy statement.
The proposals must comply with all applicable statutes and regulations.
REQUEST TO VOTE, SIGN AND RETURN PROXIES
If you do not intend to be present at the Annual Meeting of Stockholders on
May 6, 1999, please vote the enclosed proxy at your earliest convenience.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1998 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE REQUIRED FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, WILL BE FURNISHED WITHOUT CHARGE,
BY FIRST CLASS MAIL, UPON THE WRITTEN OR ORAL REQUEST OF ANY STOCKHOLDER,
INCLUDING ANY BENEFICIAL OWNER, ENTITLED TO VOTE AT THE MEETING. ANY SUCH
REQUEST SHOULD BE DIRECTED TO THE ATTENTION OF CHRIS LIS JOHNSON, THE COMPANY'S
SECRETARY, 150 MARCUS BOULEVARD, HAUPPAUGE, NEW YORK 11788, TELEPHONE:
(516) 231-7750.
BY ORDER OF THE BOARD OF DIRECTORS
CHRIS LIS JOHNSON
Secretary
Audiovox Corporation
Hauppauge, New York
March 26, 1999
12
<PAGE>
PROXY AUDIOVOX CORPORATION (THE "COMPANY") PROXY PROXY FOR CLASS A COMMON STOCK
AND CLASS B COMMON STOCK THE UNDERSIGNED APPOINTS EACH OF PHILIP CHRISTOPHER AND
CHARLES M. STOEHR PROXIES WITH POWER OF SUBSTITUTION TO VOTE FOR THE UNDERSIGNED
AT THE ANNUAL MEETING OF STOCKHOLDERS AT THE SMITHTOWN SHERATON, 110 VANDERBILT
MOTOR PARKWAY, SMITHTOWN, NEW YORK, ON MAY 6, 1999 AT 10:00 A.M., AND AT ANY
ADJOURNMENT, GRANTING POWER AND AUTHORITY TO ACT ON BEHALF OF THE UNDERSIGNED AT
SAID MEETING OR ANY ADJOURNMENT. 1. ELECTION OF DIRECTORS. TO ELECT DIRECTORS AS
SET FORTH IN THE PROXY STATEMENT. CLASS A STOCKHOLDERS:PAUL C. KREUCH, JR.
DENNIS MCMANUS CLASS B STOCKHOLDERS:JOHN J. SHALAM, PHILIP CHRISTOPHER, CHARLES
M. STOEHR PATRICK M. LAVELLE, ANN M. BOUTCHER, RICHARD MADDIA *(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, LINE OUT THAT NOMINEE'S
NAME ABOVE.) FOR ALL NOMINEES WITHHOLD AUTHORITY TO VOTE FOR LISTED ABOVE. / /
ALL NOMINEES LISTED ABOVE. / / 2. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. PLEASE SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IF
NO INSTRUCTION IS INDICATED, THE UNDERSIGNED'S VOTE WILL BE CAST IN FAVOR OF THE
PROPOSAL. A MAJORITY OF THE PROXIES PRESENT AND ACTING AT THE MEETING IN PERSON
OR BY SUBSTITUTE (OR IF ONLY ONE SHALL BE SO PRESENT, THEN THAT ONE) SHALL HAVE
AND MAY EXERCISE ALL OF THE POWER AND AUTHORITY OF SAID PROXIES HEREUNDER. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN AND ACKNOWLEDGES RECEIPT
OF NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED MARCH 27, 1999 AND A COPY
OF THE ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30, 1998. SHARES DESIGNATED
BELOW ARE CLASS A COMMON STOCK UNLESS OTHERWISE INDICATED. DATED: , 1999 (L.S.)
(L.S.) SIGNATURE OF SHAREHOLDER(S) NOTE: WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC. PLEASE ADD FULL TITLE. (SIGN EXACTLY AS
NAME APPEARS ON THIS PROXY.) THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
<PAGE>
PROXY BY MAIL Please mark
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. your votes /X/
like this
1. ELECTION OF DIRECTORS. To elect Directors as set forth in the
Proxy Statement.
FOR WITHHELD FOR ALL
/ / / /
Class A. Stockholders:
01 Paul C. Kreuch, Jr.
02 Dennis McManus
Class B Stockholders:
01 John J. Shalam,
02 Philip Christopher,
03 Charles M. Stoehr,
04 Patrick M. Lavelle,
05 Ann M. Boutcher,
06 Richard Maddia
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
WITHHELD FOR: (Write that nominee's name in the space provided below).
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IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW
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COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature Signature Date
----------------- ----------------- ---------------
Date
NOTE: When signing as Executor, Administrator, Trustee, Guardian, etc. please
add full title. (Sign exactly as name appears on this proxy.)
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FOLD AND DETACH HERE AND READ THE REVERSE SIDE
VOTE BY TELEPHONE OR INTERNET
QUICK o EASY o IMMEDIATE
AUDIOVOX CORPORATION
o You can now vote your shares electronically through the Internet or the
telephone.
o This eliminates the need to return the proxy card.
o Your electronic vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed, dated and returned the proxy card.
TO VOTE YOUR PROXY BY INTERNET
www.audiovox.com
Have your proxy card in hand when you access the above website. You will be
prompted to enter the company number, proxy number and account number to
create an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy number
and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED
ELECTRONICALLY
<PAGE>
PROXY AUDIOVOX CORPORATION (the "Company") PROXY
PROXY FOR CLASS A COMMON STOCK AND CLASS B COMMON STOCK
The undersigned appoints each of PHILIP CHRISTOPHER and CHARLES M. STOEHR
proxies with power of substitution to vote for the undersigned at the Annual
Meeting of Stockholders at the Sheraton Smithtown, 110 Vanderbilt Motor
Parkway, Smithtown, New York, on May 6, 1999 at 10:00 A.M., and at any
adjournment, granting power and authority to act on behalf of the undersigned
at said meeting or any adjournment.
PLEASE SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IF NO
INSTRUCTION IS INDICATED, THE UNDERSIGNED'S VOTE WILL BE CAST IN FAVOR OF THE
PROPOSAL. A MAJORITY OF THE PROXIES PRESENT AND ACTING AT THE MEETING IN
PERSON OR BY SUBSTITUTE (OR IF ONLY ONE SHALL BE SO PRESENT, THEN THAT ONE)
SHALL HAVE AND MAY EXERCISE ALL OF THE POWER AND AUTHORITY OF SAID PROXIES
HEREUNDER. THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN AND
ACKNOWLEDGES RECEIPT OF NOTICE OF ANNUAL MEETING AND PROXY STATEMENT DATED
MARCH 26, 1999 AND A COPY OF THE ANNUAL REPORT FOR THE YEAR ENDED NOVEMBER 30,
1998.
SHARES DESIGNATED HEREON ARE CLASS A COMMON STOCK UNLESS OTHERWISE INDICATED.
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FOLD AND DETACH HERE
