<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by 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
Fastenal Company
- --------------------------------------------------------------------------------
(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)(l) and 0-11
1) Title of each class of securities to which transaction applies:
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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.:
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3) Filing Party:
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4) Date Filed:
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M1:0236530.01
<PAGE>
FASTENAL COMPANY
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
(507) 454-5374
March 18, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at the Company's offices at 2001 Theurer Boulevard, Winona, Minnesota,
commencing at 10 o'clock a.m., Central Time, on Tuesday, April 22, 1997.
The Secretary's Notice of Annual Meeting and the Proxy Statement which
follow describe the matters to come before the meeting. During the meeting, we
will also review the activities of the past year and items of general interest
about the Company.
We hope that you will be able to attend the meeting in person and we look
forward to seeing you. Please mark, date and sign the enclosed Proxy and
return it in the accompanying envelope as quickly as possible, even if you
plan to attend the Annual Meeting. You may revoke the Proxy and vote in person
at that time if you so desire.
Sincerely,
/s/ Robert A. Kierlin
Robert A. Kierlin
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
FASTENAL COMPANY
-----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1997
-----------------------------------
The Annual Meeting of Shareholders of Fastenal Company will be held at the
Company's offices at 2001 Theurer Boulevard, Winona, Minnesota, commencing at
10 o'clock a.m., Central Time, on Tuesday, April 22, 1997 for the following
purposes:
1. To elect a Board of Directors of five directors, to serve until
the next regular meeting of shareholders or until their successors
have been duly elected and qualified.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the fiscal year ending December 31, 1997.
3. To transact such other business as may properly be brought before
the meeting.
The Board of Directors has fixed March 11, 1997 as the record date for the
meeting, and only shareholders of record at the close of business on that date
are entitled to receive notice of and vote at the meeting.
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. EVEN IF YOU OWN
ONLY A FEW SHARES, AND WHETHER OR NOT YOU EXPECT TO BE PRESENT, YOU ARE
URGENTLY REQUESTED TO MARK, DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE THAT IS PROVIDED. THE PROXY MAY BE REVOKED BY YOU AT ANY
TIME PRIOR TO BEING EXERCISED, AND RETURNING YOUR PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING AND REVOKE THE PROXY.
By Order of the Board of Directors,
/s/ Stephen M. Slaggie
Stephen M. Slaggie
Secretary
Winona, Minnesota
March 18, 1997
<PAGE>
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
The enclosed Proxy is being solicited by the Board of Directors of Fastenal
Company (the "Company") for use in connection with the Annual Meeting of
Shareholders to be held on Tuesday, April 22, 1997 at the Company's offices at
2001 Theurer Boulevard, Winona, Minnesota, commencing at 10 o'clock a.m.,
Central Time, and at any adjournments thereof. Only shareholders of record at
the close of business on March 11, 1997 will be entitled to vote at such
meeting or adjournment. Proxies in the accompanying form which are properly
signed, duly returned to an officer of the Company and not revoked will be
voted in the manner specified. A shareholder executing a Proxy retains the
right to revoke it at any time before it is exercised by notice in writing to
an officer of the Company of termination of the Proxy's authority or a
properly signed and duly returned Proxy bearing a later date.
The address of the principal executive office of the Company is 2001 Theurer
Boulevard, Winona, Minnesota 55987-1500 and the telephone number is (507) 454-
5374. The mailing of this Proxy Statement and the Board of Directors' form of
Proxy to shareholders will commence on or about March 18, 1997.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1998 Annual Meeting of
Shareholders must be received by the Company at its principal executive office
no later than November 18, 1997 for inclusion in the Proxy Statement for that
meeting.
1
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of March 1, 1997, the ownership of Common
Stock of the Company by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock of the Company, by
each director and nominee for the office of director, by the executive officer
named in the Summary Compensation Table set forth under "Election of
Directors--Executive Compensation" below, and by all directors and executive
officers as a group. At March 1, 1997 there were 37,938,688 shares of Common
Stock, par value $.01 per share, issued and outstanding, each of which is
entitled to one vote.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE OF
NAME AND, IF REQUIRED, ADDRESS OF BENEFICIAL OUTSTANDING
OF BENEFICIAL OWNER OWNERSHIP(1)(2) SHARES(2)
------------------------------ ----------------- -------------
<S> <C> <C>
Robert A. Kierlin................. 4,520,736(3) 11.92%
Route 1, Box 65D
Winona, Minnesota 55987
Stephen M. Slaggie................ 2,213,072(4) 5.83
1870 Ralph Scharmer Drive
Winona, Minnesota 55987
Michael M. Gostomski.............. 1,080,304(5) 2.85
John D. Remick.................... 1,482,872(6) 3.91
Henry K. McConnon................. 1,096,412(7) 2.89
Thomas H. Bailey.................. 5,275,800(8) 13.91(8)
Janus Capital Corporation
Janus Venture Fund
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
Directors and executive officers
as a group (6 persons)........... 10,267,511 27.06
</TABLE>
- --------
(1) Except as otherwise indicated in the Notes below, the listed beneficial
owner has sole voting power and investment power with respect to such
shares.
(2) Each director of the Company is a director and member of Hiawatha
Education Foundation (together with its wholly-owned subsidiary, the
"Foundation") and, as such, shares voting and investment power with
respect to the shares of Common Stock of the Company owned by the
Foundation. As a result, and pursuant to rules adopted by the
Securities and Exchange Commission, the amount shown for each director
includes not only the shares he owns of record, but also 31,000 shares
owned of record by the Foundation. Each director disclaims beneficial
ownership of the shares owned of record by the Foundation. Beneficial
ownership of each director and of the directors and executive officers
as a group, exclusive of the shares held by the Foundation, was, as of
March 1, 1997, as follows: Mr. Kierlin, 4,489,736 shares (11.83% of the
total outstanding shares); Mr. Slaggie, 2,182,072 shares (5.75% of the
total outstanding shares); Mr. Gostomski, 1,049,304 shares (2.77% of
the total outstanding shares); Mr. Remick, 1,451,872 shares (3.83% of
the total outstanding shares); Mr. McConnon, 1,065,412 shares (2.81% of
the total outstanding shares); and the directors and executive officers
as a group, 10,236,511 shares (26.98% of the total outstanding shares).
2
<PAGE>
(3) Includes 2,000 shares held of record by Cotter High School (the
"School"). Mr. Kierlin is a director and member of the investment
committee of the School and, as such, shares voting and investment
power with respect to the shares of Common Stock of the Company held of
record by the School. Mr. Kierlin disclaims beneficial ownership of the
shares held of record by the School.
(4) Includes an aggregate of 66,200 shares held of record by certain of Mr.
Slaggie's children and by Mr. Slaggie as custodian for those children,
and 120,000 shares held of record by Mr. Slaggie's wife.
(5) Includes 877,972 shares held of record by Mr. Gostomski's revocable
living trust, over which Mr. Gostomski has voting and investment power,
and 160,000 shares held of record by the revocable living trust of Mr.
Gostomski's wife, over which Mr. Gostomski's wife has voting and
investment power. Also includes 11,332 shares held of record by an
irrevocable trust for the benefit of one of Mr. Gostomski's children.
Mr. Gostomski has the power to substitute assets held by such
irrevocable trust.
(6) Includes 200,000 shares held of record by Mr. Remick's wife, and an
aggregate of 40,000 shares held of record by certain of Mr. Remick's
children and by Mr. Remick as custodian for those children.
(7) Includes an aggregate of 32,650 shares held of record by Mr. McConnon's
son and by Mr. McConnon as custodian for his son, 160,000 shares held
of record by Mr. McConnon's wife, 12,000 shares held of record by Mr.
McConnon's father with respect to which Mr. McConnon has investment
power pursuant to a power of attorney granted to Mr. McConnon by his
father, and 2,000 shares held of record by the School. Mr. McConnon is
a director of the School and, as such, shares voting and investment
power with respect to the shares of Common Stock of the Company held of
record by the School. Mr. McConnon disclaims beneficial ownership of
the shares held of record by the School.
(8) According to an amendment to Schedule 13G statement filed with the
Securities and Exchange Commission reflecting ownership as of December
31, 1996, Janus Capital Corporation, a registered investment adviser,
and Mr. Bailey, a shareholder of Janus Capital Corporation and its
president and chairman of the board, share voting and investment power
with respect to 5,275,800 shares. The shares reported by Mr. Bailey and
Janus Capital Corporation are held by several investment companies to
which Janus Capital Corporation furnishes investment advice, one of
which is Janus Venture Fund, which shares voting and investment power
with respect to 1,922,600 of such shares (or 5.07% of the total
outstanding shares). Janus Capital Corporation and Mr. Bailey disclaim
beneficial ownership of all of the shares reported by them.
3
<PAGE>
ELECTION OF DIRECTORS
NOMINEES AND REQUIRED VOTE
The Restated Bylaws of the Company provide that the business of the Company
shall be managed by or under the direction of a Board of Directors of not less
than five nor more than nine directors, which number shall be fixed from time
to time by the Board of Directors. Each director shall be elected at the
Annual Meeting of Shareholders for a term that expires at the next regular
shareholders' meeting and shall hold office for the term for which he was
elected and until a successor is elected and has qualified. The Board of
Directors has fixed the number of directors to be elected for the ensuing year
at five and has nominated the five persons named below for election as
directors. Proxies solicited by the Board of Directors will, unless otherwise
directed, be voted to elect the five nominees named below to constitute the
entire Board of Directors.
All of the nominees named below are current directors of the Company. Each
nominee has indicated a willingness to serve as a director for the ensuing
year, but in case any nominee is not a candidate at the meeting for any
reason, the Proxies named in the enclosed form of Proxy may vote for a
substitute nominee in their discretion.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock of the Company present and entitled to vote on the election of
directors is required for election to the Board of each of the five nominees
named below. For this purpose, a shareholder who abstains with respect to the
election of directors is considered to be present and entitled to vote on the
election of directors at the meeting, and is in effect casting a negative
vote, but a shareholder (including a broker) who does not give authority to a
Proxy to vote, or withholds authority to vote, on the election of directors
shall not be considered present and entitled to vote on the election of
directors.
The following table sets forth certain information as to each nominee for
the office of director:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert A. Kierlin................... 57 Chairman of the Board, President,
Chief Executive Officer and Director
Stephen M. Slaggie.................. 57 Secretary and Director
Michael M. Gostomski................ 56 Director
John D. Remick...................... 60 Director
Henry K. McConnon................... 57 Director
</TABLE>
Mr. Kierlin has been the Chairman of the Board, President and Chief
Executive Officer of the Company and has served as a director since the
Company's incorporation in 1968.
Mr. Slaggie has been the Secretary of the Company and has served as a
director since 1970. He became a full-time employee of the Company in December
1987, at which time he assumed the additional duties of Shareholder Relations
Director and Insurance Risk Manager. From 1970 through June 1996, Mr. Slaggie
also served as Treasurer of the Company.
Mr. Gostomski has served as a director since 1973. Since June 1993, Mr.
Gostomski has been the President of Winona Heating & Ventilating Co., a sheet
metal and roofing contractor located in Winona, Minnesota. For more than five
years prior to June 1993, Mr. Gostomski was a Vice President of Winona Heating
& Ventilating Co.
4
<PAGE>
Mr. Remick has served as a director since the Company's incorporation in
1968. Since June 1993, Mr. Remick has been the President of Rochester Athletic
Club, Inc., an athletic club located in Rochester, Minnesota. For more than
five years prior to February 1992, Mr. Remick was employed as an engineer or
engineer/manager by IBM at its Rochester, Minnesota facility.
Mr. McConnon has served as a director since the Company's incorporation in
1968. For more than the past five years, Mr. McConnon has been the President
of Wise Eyes, Inc., an eyeglass retailer and wholesaler located in State
College, Pennsylvania.
None of the above nominees is related to any other nominee or to any
executive officer of the Company.
BOARD AND COMMITTEE MEETINGS
The Company has an Audit Committee consisting of Robert A. Kierlin, John D.
Remick and Michael M. Gostomski. The Audit Committee held two meetings during
1996. The Audit Committee has the authority to (a) make recommendations to the
Board of Directors as to the engagement of independent auditors, (b) review
with the independent auditors the scope and results of audit engagements, (c)
review the scope, frequency and results of internal audits and examinations,
(d) review the adequacy of the Company's accounting policies and system of
internal accounting controls, and (e) review all related party transactions
for potential conflict-of-interest situations. The Company does not have a
Nominating Committee or a Compensation Committee.
The Board of Directors held two meetings during 1996.
Each director of the Company receives an annual retainer of $1,000, and
$500, plus reimbursement of reasonable expenses, for attendance at each
meeting of the Board. Each member of the Audit Committee receives $250, plus
reimbursement of reasonable expenses, for attendance at each Audit Committee
meeting that is not held on the date of a meeting of the Board of Directors.
All directors attended more than 75% of the aggregate number of meetings of
the Board and Audit Committee on which they served during 1996.
EXECUTIVE COMPENSATION
Summary of Compensation. Set forth in the following table is information
with respect to the compensation of the Chief Executive Officer of the Company
for each fiscal year of the Company in the three fiscal year period ended
December 31, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL POSITION YEAR SALARY($)(1)
- ------------------ ---- ------------
<S> <C> <C>
Robert A. Kierlin............................................. 1996 $122,000
Chairman of the Board, President 1995 $122,500
and Chief Executive Officer 1994 $122,500
</TABLE>
- --------
(1) Includes $2,000, $2,500 and $2,500 paid to Mr. Kierlin during 1996, 1995
and 1994, respectively, in his capacity as a director and member of the
Audit Committee of the Company. See "Board and Committee Meetings" above.
Mr. Kierlin is the only person who was an executive officer of the Company
during the fiscal year ended December 31, 1996 and whose total salary and
bonus for such fiscal year was $100,000 or more.
5
<PAGE>
Compensation Committee Interlocks and Insider Participation. As indicated
under "Board and Committee Meetings" above, the Company does not have a
Compensation Committee or any other committee of the Board of Directors
performing equivalent functions. Decisions regarding compensation of executive
officers of the Company are made by the Board of Directors. Two of the
Company's executive officers, Robert A. Kierlin and Stephen M. Slaggie, are
directors of the Company, and each participated in all deliberations of the
Board during the fiscal year ended December 31, 1996 concerning executive
officer compensation.
Board Report on Executive Compensation. As required by the rules established
by the Securities and Exchange Commission, the Board of Directors has
prepared, for inclusion in this Proxy Statement, the following report on the
compensation policies of the Board applicable to the Company's executive
officers. The Company's executive officers during 1996 were its President (who
is the Chief Executive Officer and a director of the Company), its Secretary
(who is a director of the Company) and its Treasurer. The Company's Treasurer
was hired by the Company in June 1996.
At the first meeting of the Board of Directors in 1996, the Board
established the maximum total compensation (base salary and, if applicable,
bonus) to be paid to the Company's President and Secretary for the year. As
shown in the table set forth under "Security Ownership of Principal
Shareholders and Management" above, each of the Company's President and
Secretary holds a significant portion of the Company's Common Stock, which was
acquired by such officer at the time of the Company's incorporation. It is the
philosophy of the Board of Directors that the President and Secretary should
be modestly compensated by the Company, and that financial rewards for those
officers should come in large part from increases in the value of the
Company's stock held by them. Consistent with that philosophy, the Board set
the maximum compensation of the Company's President and Secretary for 1996 at
the same level as 1995.
The President's compensation in 1996 consisted solely of base salary. The
compensation of the Company's other executive officers in 1996 consisted of
base salary and the potential for a quarterly bonus. The actual base salary
paid to each of the President and Secretary was, within the limits established
by the Board of Directors, determined by such officer based on such factors as
such officer deemed appropriate, provided that the base salary paid to the
Company's Secretary was subject to the review and approval of the President.
The base salary paid to the Company's Treasurer was determined by the
Company's President based on such factors as the President deemed appropriate
pursuant to authority granted to the President by the Board of Directors at
the time the Treasurer was hired. The bonuses paid to the Company's Secretary
and Treasurer were paid under the Company's general employee bonus program for
non-sales personnel. Under the bonus program, an aggregate bonus is calculated
for each of the Company's departments based on the department achieving
certain pre-determined cost containment goals. The aggregate bonus, if any,
for each department is then allocated among the department's employees in a
manner determined by the department's supervisor based on the level of
responsibility of each employee, provided that such allocation is subject to
the review and approval of the Company's President. The Company's Secretary
was the supervisor of his department in 1996.
There has been no increase in the annual base salary paid to the Company's
President in the last ten completed fiscal years, or in the annual base salary
paid to the Company's Secretary since he became a full-time employee of the
Company in 1987. The salary paid to the Company's President in 1996,
determined by him within the limits established by the Board of Directors, was
60% of the maximum compensation authorized for payment to him by the Board.
6
<PAGE>
The compensation policies and practices of the Board of Directors applicable
to the Company's executive officers are not subject to specific criteria, and
the factors considered by the Board in setting the maximum compensation of the
President and Secretary (and by those officers in determining their actual
base salary within the limits established by the Board and the base salary of
the Company's Treasurer) were subjective, such as the level of compensation
paid by the Company to its other employees. The Board is aware of the
executive compensation historically paid by members of the peer group selected
in connection with the preparation of the stock performance graph set forth
below. However, the Board did not consider the compensation paid by the
companies in the peer group to their chief executive officers in setting the
maximum compensation of the Company's President for 1996, since the higher
average level of compensation present at those companies does not reflect the
philosophy of the Board that the President should be modestly compensated. The
Company's performance was not a factor considered by the Board of Directors in
setting the maximum compensation of the President and Secretary, nor did the
Board require those officers to consider the Company's performance in
determining their actual base salary or the base salary of the Treasurer.
However, the Board of Directors believes that the compensation of the
Company's executive officers in 1996 was low by national and regional
standards (based on a comparison of executive compensation paid by the Company
and certain other comparably sized companies published in a national business
periodical), particularly in light of the Company's historical financial
results; and that, as a result of their share ownership, the interests of the
Company's President and Secretary are closely aligned with the long-term
interests of the Company and its public shareholders.
Section 162(m) of the Internal Revenue Code of 1986 limits the deductibility
of compensation over $1,000,000 paid by a company to its executive officers.
Since the Company's executive compensation is paid in cash and is set at
levels such that each executive officer will receive compensation well below
the $1,000,000 limit, the Board of Directors has determined that it is not
necessary at this time to take any position with respect to the non-
deductibility of compensation in excess of $1,000,000.
The Board of Directors
Robert A. Kierlin
Stephen M. Slaggie
Michael M. Gostomski
John D. Remick
Henry K. McConnon
7
<PAGE>
Performance Graph. Set forth below is a graph comparing, for a period of
five years ended December 31, 1996, the yearly cumulative total shareholder
return on the Company's Common Stock with the yearly cumulative total
shareholder return of the NASDAQ Market Index and an index of a group of peer
companies selected by the Company. The comparison of total shareholder returns
assumes that $100 was invested on December 31, 1991 in each of the Company,
the NASDAQ Market Index and the peer group index, and that dividends were
reinvested when and as paid. The companies in the peer group are Lawson
Products, Inc. ("Lawson"), Noland Company ("Noland"), Arden Industrial
Products Inc. ("Arden") and MSC Industrial Direct Co., Inc. ("MSC"). The
Company has added MSC to the peer group this year in place of Premier
Industrial Corporation, which is no longer a publicly traded company and for
which information regarding shareholder returns is no longer available to the
Company. MSC is a direct marketer of industrial products to small and mid-
sized industrial customers throughout the United States. The Company has
included MSC because the Company believes that a peer group consisting of four
companies as opposed to three is a better representative sample for
comparative purposes. The Company is not included in the peer group. In
calculating the yearly cumulative total shareholder return of the peer group
index, the shareholder returns of the companies included in the peer group are
weighted according to the stock market capitalizations of such companies at
the beginning of each period for which a return is indicated. Of the companies
included in the peer group, the stock of Lawson and Noland has been publicly
traded for the entire five-year period covered by the performance graph, the
stock of Arden has been publicly traded since February 1994, and the stock of
MSC has been publicly traded since December 1995. The shareholder returns of
Arden and MSC are first included in the calculation of cumulative total
shareholder return of the peer group index for the years 1995 and 1996,
respectively.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG FASTENAL COMPANY, NASDAQ MARKET INDEX AND PEER GROUP INDEX
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Fastenal 100 126.48 189.23 249.80 516.88 560.00
NASDAQ 100 100.98 121.13 127.17 164.96 204.98
Peer Group 100 100.26 115.80 109.99 103.72 123.90
</TABLE>
8
<PAGE>
RELATIONSHIP WITH AND APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP to serve as the
Company's independent auditors for the fiscal year ending December 31, 1997,
subject to ratification by the shareholders. While it is not required to do
so, the Board of Directors is submitting the selection of that firm for
ratification in order to ascertain the view of the shareholders. If the
selection is not ratified, the Board of Directors will reconsider its
selection. Proxies solicited by the Board of Directors will, unless otherwise
directed, be voted to ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending December 31,
1997.
A representative of KPMG Peat Marwick LLP will be present at the Annual
Meeting of Shareholders and will be afforded an opportunity to make a
statement if such representative so desires and will be available to respond
to appropriate questions during the meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers to file initial reports of share ownership and reports
of changes in share ownership with the Securities and Exchange Commission.
Directors and officers are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company and written
representations from the Company's directors and officers, all Section 16(a)
filing requirements were met for the year ended December 31, 1996.
ADDITIONAL MATTERS
The Annual Report of the Company for the fiscal year ended December 31,
1996, including financial statements, is being mailed with this Proxy
Statement.
As of the date of this Proxy Statement, management knows of no matters that
will be presented for determination at the meeting other than those referred
to herein. If any other matters properly come before the meeting calling for a
vote of shareholders, it is intended that the shares represented by the
Proxies solicited by the Board of Directors will be voted by the Proxies named
therein in accordance with their best judgment.
The Company will pay the cost of soliciting Proxies in the accompanying
form. In addition to solicitation by the use of mails, certain directors,
officers and regular employees of the Company may solicit Proxies by
telephone, telegram or personal interview, and may request brokerage firms and
custodians, nominees and other record holders to forward soliciting materials
to the beneficial owners of stock of the Company and will reimburse them for
their reasonable out-of-pocket expenses in so forwarding such materials.
SHAREHOLDERS WHO WISH TO OBTAIN A COPY OF THE COMPANY'S 10-K ANNUAL REPORT,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, MAY DO SO WITHOUT CHARGE BY WRITING TO STEPHEN M. SLAGGIE,
SECRETARY, AT THE COMPANY'S OFFICES, 2001 THEURER BOULEVARD, WINONA, MINNESOTA
55987-1500.
By Order of the Board of Directors,
/s/ Stephen M. Slaggie
Stephen M. Slaggie
Secretary
Dated: March 18, 1997
9
<PAGE>
PROXY FASTENAL COMPANY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS--APRIL 22, 1997
The undersigned, revoking any proxy heretofore given, hereby appoints Robert
A. Kierlin, Stephen M. Slaggie and Michael M. Gostomski, and each of them, as
Proxies, each with full power of substitution, for and in the name of the
undersigned to vote, as designated below, and on the reverse side hereof, all
the shares of Common Stock of Fastenal Company registered in the name of the
undersigned at the close of business on March 11, 1997, at the Annual Meeting
of Shareholders to be held on April 22, 1997, and at any adjournment thereof.
1. Election of Directors. Nominees of the Board of Directors are Robert A.
Kierlin, Stephen M. Slaggie, Michael M. Gostomski, John D. Remick and Henry
K. McConnon.
[_] FOR ALL NOMINEES LISTED ABOVE except vote withheld from the following
nominee(s), if any:
[_] WITHHOLD AUTHORITY to vote for all nominees listed above
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2. Ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors for the 1997 fiscal year.
[_] FOR [_] AGAINST [_] ABSTAIN
(continued, and to be dated and signed, on other side)
3. Any other business which may properly be considered and acted upon at said
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE
REVERSE SIDE, BUT IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES NAMED ON THE REVERSE SIDE AND FOR PROPOSAL 2. NOTWITHSTANDING THE
FOREGOING, IF THIS PROXY IS TO BE VOTED FOR ANY NOMINEE NAMED ON THE REVERSE
SIDE AND SUCH NOMINEE IS UNWILLING OR UNABLE TO SERVE, THIS PROXY WILL BE
VOTED FOR A SUBSTITUTE IN THE DISCRETION OF THE PROXIES. THE PROXIES ARE
AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Dated: _______________________, 1997
Please sign exactly as this
Proxy is addressed.
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(Signature)
Jointly owned shares will be voted
as directed if one owner signs
unless another owner instructs to
the contrary, in which case the
shares will not be voted. When
signing as attorney, executor,
administrator, guardian, custodian,
or corporate official, sign name
and title.
